Legal Binding Subjectivities Agreement

LEGAL BINDING SUBJECTIVITIES AGREEMENT

This Legal Binding Subjectivities Agreement ("Agreement") is entered into as of Effective Date: by and between Buyer Name: with principal address at and Seller Name: with principal address at .

RECITALS

WHEREAS, Buyer and Seller are parties to a proposed transaction described as Transaction Description: that contemplates a Closing on or about Closing Date: ; and

WHEREAS, the parties desire to set forth certain subjectivities, conditions precedent, obligations and the procedures for satisfaction or waiver of such subjectivities, and to establish the consequences of failure to satisfy same.

WHEREAS, the parties intend that the obligations created by this Agreement shall be legally binding and enforceable in accordance with its terms.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1. Capitalized terms used in this Agreement shall have the meanings set forth in this section. "Subjectivities" means the matters and conditions described in Section 2 that must be satisfied or waived prior to the parties' obligation to proceed to Closing. "Satisfaction" means the written confirmation by the party entitled to such confirmation that a Subjectivity has been fulfilled in all material respects. "Closing" means the consummation of the Transaction on the Closing Date or such other date as mutually agreed in writing.

2. SUBJECTIVITIES; CONDITIONS PRECEDENT

2.1. The obligations of Buyer and Seller under this Agreement are expressly subject to the satisfaction or waiver in writing of the following subjectivities prior to Closing:

2.2. Each Subjectivity shall be deemed satisfied when the party entitled to require satisfaction delivers written notice of satisfaction to the other party, or is waived in writing by the party to which the benefit of the Subjectivity runs. A failure to deliver notice within the period set forth in Section 4 shall be deemed a waiver only if expressly stated in a signed writing.

3. OBLIGATIONS OF THE PARTIES

3.1. Buyer Obligations. Buyer shall use commercially reasonable efforts to obtain and satisfy the Subjectivities within the time periods provided herein, including procuring any required third‑party consents, financing, approvals or perform any due diligence reasonably requested by Seller.

3.2. Seller Obligations. Seller shall provide access to personnel, facilities and records reasonably necessary for Buyer to complete its due diligence, and shall deliver all documents reasonably requested to facilitate satisfaction of the Subjectivities.

3.3. Cure Period. If a Subjectivity is not satisfied within the initial period, the parties shall have a Cure Period of days to attempt cure unless otherwise agreed in writing.

4. SATISFACTION AND WAIVER

4.1. The party entitled to the benefit of a Subjectivity may elect in its sole discretion to waive any such Subjectivity in whole or in part by delivering written waiver to the other party, which waiver shall be binding and irrevocable except as otherwise provided herein.

4.2. A waiver of one Subjectivity shall not operate as a waiver of any other Subjectivity unless the writing expressly so provides.

5. REPRESENTATIONS AND WARRANTIES

5.1. Each party represents and warrants to the other that: (a) it has full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement has been duly authorized by all necessary corporate or organizational action; and (c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and equitable principles.

6. INSPECTION; ACCESS

6.1. Seller grants Buyer and its authorized representatives reasonable access to books, records, personnel and premises for purposes of verifying facts relevant to the Subjectivities. Such inspections shall be conducted during normal business hours upon reasonable prior notice and shall be subject to any confidentiality obligations set forth in Section 7.

6.2. Inspection Period. The inspection period shall commence on the Effective Date and continue for a period of days, unless extended in writing by the parties.

7. CONFIDENTIALITY

7.1. All non‑public information exchanged between the parties in connection with the Subjectivities shall be held in confidence and used solely for the purposes of satisfying the Subjectivities and consummating the Transaction. The receiving party shall not disclose such information except to its advisors or as required by law, provided that it uses commercially reasonable efforts to obtain confidential treatment.

8. INDEMNIFICATION

8.1. Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of a representation, warranty or covenant made by the indemnifying party in this Agreement.

8.2. Indemnity Cap. The aggregate liability for indemnification under this Agreement shall not exceed Indemnity Cap Amount: unless otherwise agreed in writing.

9. LIMITATION OF LIABILITY

9.1. Except for liability arising from fraud, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages even if such party has been advised of the possibility of such damages.

10. NOTICES

Notices to Buyer

Notices to Seller

10.1. All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and shall be deemed given: (a) when delivered by hand; (b) three business days after being sent by certified mail; or (c) one business day after being sent by nationally recognized overnight courier, to the addresses set forth above or such other address as a party may specify by notice to the other.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

12.2. If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid and enforceable provision that, to the greatest extent possible, achieves the original intent of the parties.

13. AMENDMENT; WAIVER; COUNTERPARTS

13.1. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right.

13.2. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

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